(1) A member or manager that votes for or assents to a distribution in violation of an operating agreement or STC 6.30.290 is personally liable, jointly and severally, to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or STC 6.30.290 if it is established that the member or manager did not comply with STC 6.30.300.

(2) For purposes of liability under subsection (1) of this section, a member or manager entitled to participate in a decision to make a distribution is presumed to have assented to a distribution unless the member or manager does one of the following:

(3) A member that accepts or receives a distribution with knowledge of facts indicating it is in violation of an operating agreement or STC 6.30.290 is liable to the limited liability company for the amount the member accepts or receives that exceeds the member’s share of the amount that could have been distributed without violating STC 6.30.290 or the operating agreement.

(4) Each member or manager held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution from each other member or manager who could be held liable under subsection (1) or (3) of this section. The contribution of a person held liable under both subsections (1) and (3) of this section shall not exceed the person’s liability under either subsection (1) or (3) of this section, whichever is greater.

(5) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under STC 6.30.330(3). [Res. 2023-10-019 § 1, 2023.]